UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





o 
ANNUAL
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





**For
      the Period Ended December 31, 2005**





OR


x TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      transition period from **May
      1, 2005** to **December
      31, 2005**


Commission
      File Number: **0-27382**





**B-TELLER,
      INC.**


(Formerly
      Known as Hot Products, Inc. Com and formerly known as ST & C International,
      Inc.)


(Name
      of
      small business issuer as specified in its charter)




**Washington**
            **86-0737579**State
                of Incorporation
            IRS
                Employer Identification No.





**Cheyne
      House, Crown Court, 62-63 Cheapside, Canary Warf, London England EC2V
      6JP**


(Address
      of principal executive offices)





Registrant's
      telephone number, including Area Code: **44-772-029-2302**


Securities
      registered pursuant to Section 12(b) of the Act: None


Securities
      registered pursuant to Section 12(g) of the Act:





**Common
      Stock, $.001 Par Value**





Check
      whether the Registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
      (or
      for such shorter period that the Registrant was required to file such reports)
      and (2) has been subject to such filing requirements for the past 90
      days.




YES 
      o NO  x





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      the
      Registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





Yes
x  No
o





**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS**





Registrant’s
      revenues for the most recent fiscal year were: None





The
      aggregate market value of the common stock held by non-affiliates computed
      based
      on the closing price of such stock on May 5, 2006, was approximately
      $5,416,247










PART
      I





**ITEM
      1 - DESCRIPTION OF BUSINESS**





Except
      for historical information contained herein, the following discussion contains
      forward-looking statements that involve risks and uncertainties. Such
      forward-looking statements include, but are not limited to, statements regarding
      future events and the Company’s plans and expectations. Actual results could
      differ materially from those discussed herein. Factors that could cause or
      contribute to such differences include, but are not limited to, those discussed
      elsewhere in this Form 10-KSB or incorporated herein by reference, including
      those set forth in *Management’s
      Discussion and Analysis or Plan of Operation.*





**OVERVIEW**





B-Teller,
      Inc. (“B-Teller”) (formerly known as Hot Products, Inc.com) and (formerly
      SC&T International, Inc.) was formed in June 1993. In March 2006 the company
      changed its name to B-Teller, Inc and reincorporated in Washington. In the
      past
      we developed, engineered and marketed accessory and peripheral products for
      the
      personal computer and video segments for the OEM and retail Channels. Our stock
      was de-listed from the NASDAQ in 1997, as a direct result of our accounting
      firm’s untimely resignation during the 10K audit period. Through the
      resignation, we were late in our annual 10K with the SEC and the NASD elected
      to
      de-list us from the Small Cap Market onto the Bulletin Board.





In
      2002
      we closed our business operations due to lack of funding and we were de-listed
      to the pink sheets for lack of current Securities and Exchange Commission
      filings. We have been a dormant shell since 2002 to present.





**SUBSIDIARIES**





In
      2002
      the previously consolidated subsidiaries were abandoned. On March 27, 2006
      the
      company reversed merged with Bankteller Ltd by the exchange of 10,000,000 common
      shares for 100% of the Bankteller Ltd. which is now the company’s wholly owned
      subsidiary.





**EMPLOYEES**





The
      company has no employees since we closed our business operations in 2002.





**Delinquent
      Filing of SEC Reports and Inadequacies of Disclosures**





The
      Company failed to timely file with Securities and Exchange Commission (“SEC”)
      its periodic reports, including its annual reports on Form 10KSB for fiscal
      2002, 2003, 2004 and 2005, and its Form 10QSB reports for its 2003, 2004, 2005.
      The Company intends to shortly complete the filing of all the required periodic
      reports.





**Additional
      Information**





The
      Company files reports and other materials with the Securities and Exchange
      Commission. These documents may be inspected and copied at the Commission’s
      Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You
      can obtain information on the operation of the Public Reference Room by calling
      the Commission at 1-800-SEC-0330. You can also get copies of documents that
      the
      Company files with the Commission through the Commission’s Internet site at www.sec.gov .








**ITEM
      2. DESCRIPTION OF PROPERTY**





The
      company has not leased property since we closed our business operations in
      2002.








**ITEM
      3. LEGAL PROCEEDINGS**





We
      have
      no pending litigation with the Company





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**


None





PART
      II





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**





B-Teller
      common stock is traded in the over-the-counter market, and quoted in the
      National Association of Securities Dealers Inter-dealer Quotation System (“Pink
      Sheets Board) and can be accessed on the Internet at www.pinksheets.com under
      the symbol “BTLI.PK.”





At
      December 31, 2005, there were 16,634,374 shares of common stock of B-Teller
      outstanding and there were approximately 134 shareholders of record of the
      Company’s common stock .





The
      following table sets forth for the periods indicated the high and low bid
      quotations for B-Teller’s common stock. These quotations represent inter-dealer
      quotations, without adjustment for retail markup, markdown or commission and
      may
      not represent actual transactions.




**FISCAL
                  2005 - Pre split**
              
              **HIGH
                  BID**
              
              **LOW
                  BID**Quarter
                  Ended December 31, 2005
              
              $
              .01
              
              $
              .01Quarter
                  Ended October, 31, 2005
              
              
              .01
              
              
              .01Quarter
                  Ended July 31, 2005
              
              
              .01
              
              
              .01**FISCAL
                  2004 - Pre split**
              
              
              **HIGH
                  BID**
              
              
              **LOW
                  BID**Quarter
                  Ended April 30, 2005
              
              $
              .01
              
              $
              .01Quarter
                  Ended January 31, 2005
              
              
              .01
              
              
              .01Quarter
                  Ended October, 31, 2004
              
              
              .01
              
              
              .01Quarter
                  Ended July 31, 2004
              
              
              .01
              
              
              .01


B-Teller
      has never paid dividends on any of its common stock shares. B-Teller does not
      anticipate paying dividends at any time in the foreseeable future and any
      profits will be reinvested in B-Teller’s business. B-Teller’s Transfer Agent and
      Registrar for the common stock was Computershare, Inc. located in Denver,
      Colorado. However, the company changed transfer agents in March 2006 to National
      Stock Transfer, Inc. located in Salt Lake City Utah.





On
      March
      21, 2006 the company changed its capital structure with a reverse split of
      100
      to 1 of its common shares from 16,634,374 to 166,344. The company changed its
      capital structure to 250,000,000 authorized common shares and 25,000,000
      authorized preferred shares. On March 27, 2006 the company issued 10,000,034
      common shares. On April 15, 2006 the company forward split the common stock
      1:
      2.5 resulting in 25,415,859 shares issued and outstanding.








**RECENT
      SALES OF UNREGISTERED SECURITIES**





On
      May
      12, 2006, 1,500,000 shares of common stock were issued to Midland FI Marketing,
      Ltd as a result of a contract for services


On
      March
      21, 2006 6,000,000 shares of common stock were issued in exchange for of all
      of
      the shares of Bankteller Ltd. a United Kingdom Corporation.




On
      March
      27, 2006 the Company issued 4,000,034 in settlement of a prior debt to a
      professional.





In
      August
      2004, the company issued 2,500,000 to Leslie Investment for approximately
      $65,000 in expenses paid personally by Leslie, for the company while it was
      winding down.





In
      February 2003, the company issued 2,500,000 to Leslie Investment for accounting,
      management, and payment of company expenses paid personally by Leslie of
      approximately $35,000.





All
      issuance of pre and post split common shares are exempt from registration under
      the Securities and Exchange Act 1933 under Section 4(2).




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**







Management’s
      discussion and analysis contains statements that are forward-looking and involve
      risks and uncertainties. Several factors could cause actual results to differ
      materially from those described in such forward-looking statements. This
      includes the Company’s ability to manage growth, involvement in litigation,
      competition, ongoing contractual relationships, dependence upon key personnel,
      changes in customer demand for product and services, and the adoption of new,
      or
      changes in, accounting policies, practices and estimates and the application
      of
      such policies, practices, and estimates, and federal and state governmental
      regulation.





The
      following financial data should be read in conjunction with the consolidated
      financial statements of B-Teller, Inc. related notes and other financial
      information appearing elsewhere in this report.





**OVERVIEW**





B-Teller,
      Inc. (“B-Teller”) (formerly known as Hot Products, Inc.com) and (formerly
      SC&T International, Inc.) was formed in June 1993. In 2002 we closed our
      business operations due to lack of funding and we were de-listed to the pink
      sheets for lack of current Securities and Exchange Commission filings.





**NET
      REVENUES**





W
      e have
      had no revenues since 2002 when we closed our business operations.





**SELLING
      AND PROMOTION**





We
      have
      had no selling and promotion expense since we closed our business operations.





**OFFICE
      AND ADMINISTRATION**





In
      2002
      we closed our business operations. In 2005, the company had expenses of 1,094
      for the additional costs to pay to the transfer agent for reporting purposes.





**GAIN
      ON EXTINGUISHMENT OF DEBT**





In
      2002
      we closed our business operations due to lack of funding. Various liabilities
      previously incurred have been subsequently statutorily extinguished by the
      statute of limitation. The company had gains on extinguishment of debt for
      the
      period ended of $797,804; including accounts payables of $273,841, accrued
      liabilities to the former officer of $472,307, and unsecured notes payables
      of
      $50,550. This debt was extinguished as it was beyond the statute of
      limitation.








**NET
      INCOME**





Our
      net
      Income for the period ended December 31, 2005 was $746,710 as a result of the
      write off the liabilities from a gain on extinguishment of debt.





**NET
      INCOME PER SHARE**





Net
      Income per share was $0.04 for period ended December 31, 2005.





**LIQUIDITY
      AND CAPITAL RESOURCES**





All
      of
      the company’s current obligations were funded through Leslie Investment. The
      company closed our business operations due to lack of funding.





**Other
      Considerations**





There
      are
      numerous factors that affect the business and the results of its operations.
      Sources of these factors include general economic and business conditions,
      federal and state regulation of business activities, the level of demand for
      product services, the level and intensity of competition and the ability to
      develop new services based on new or evolving technology and the market's
      acceptance of those new services, the Company’s ability to timely and
      effectively manage periodic product transitions, the services, customer and
      geographic sales mix of any particular period, and our ability to continue
      to
      improve our infrastructure including personnel and systems to keep pace with
      the
      Company’s anticipated rapid growth.





**ITEM
      7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**





**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**TABLE
      OF CONTENTS**




**Page**REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-2FINANCIAL
                STATEMENTS:Balance
                Sheet at December 31, 2005
            F-3Statement
                of Operations for the period ended December 31, 2005
            F-4Statement
                of Stockholders’ Equity for the period ended December 31,
                2005
            F-5Statement
                of Cash Flows for the period ended December 31, 2005
            F-6NOTES
                TO FINANCIAL STATEMENTS
            F-7





**S.E.Clark
      & Company,** **P.C** **.**





Registered
      Firm: Public Company Accounting Oversight Board





Report
      of Independent Registered Public Accounting Firm







Board
      of
      Directors and Stockholders


B-Teller,
      Inc., fka Hot Products, Inc.com








We
      have
      audited the accompanying balance sheet of B-Teller, Inc., fka Hot Products,
      Inc.com (the "Company"), as of December 31, 2005 and the related statements
      of
      operations, changes in stockholders’ equity, and cash flows for the period then
      ended. These financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board, generally accepted in the United States of America.
      Those standards require that we plan and perform the audit to obtain reasonable
      assurance about whether the financial statements are free of material
      misstatement. An audit includes examining, on a test basis, evidence supporting
      the amounts and disclosures in the financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of B-Teller, Inc., fka Hot Products,
      Inc.com as of December 31, 2005, and the results of its operations and its
      cash
      flows for the years then ended in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The accumulation of losses and shortage of
      capital raise substantial doubt about its ability to continue as a going
      concern.








/s/ **S.E.Clark
      & Company,** **P.C** **.**








Tucson,
      Arizona


May
      16,
      2006











744
      N.
      Country Club Road, Tucson, AZ 85716 (520) 323-7774, Fax (520) 323-8174, seclarkcpa@aol.com







F-2


**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**BALANCE
      SHEET**


**At
      December 31, 2005**




ASSETS
              
              **December
                  31, 2005**CURRENT
                  ASSETSCash
              
              $
              -Accounts
                  receivable
              
              
              -Prepaid
                  expenses and other current assets
              
              
              -Total
                  current assets
              
              
              -PROPERTY
                  AND EQUIPMENT, net
              
              
              -OTHER
                  ASSETS
              
              
              -TOTAL
                  ASSETS
              
              $
              -LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIES:Accrued
                  Liabilities
              
              
              18,080Total
                  current liabilities
              
              
              18,080Commitments
                  and Contingencies
              
              
              -Total
                  liabilities
              
              
              18,080STOCKHOLDERS'
                  EQUITY (DEFICIT):Common
                  stock, $.001 par value, 33,332,747 sharesauthorized,
                  16,623,504 shares issued and outstanding
              
              
              166,344Paid
                  in capital
              
              
              17,824,613Accumulated
                  deficit
              
              
              (18,009,037
              )Total
                  stockholders' equity (deficit)
              
              
              (18,080
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              -
  The
      accompanying notes are an integral part of these financial
      statements.








F-3




**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**STATEMENT
      OF OPERATIONS**


**FOR
      THE PERIOD ENDED DECEMBER 31, 2005**




**December
                  31, 2005**REVENUES:Revenue
              
              $
              -TotalCost
                  of Goods Sold
              
              
              -GROSS
                  PROFIT
              
              
              -OPERATING
                  EXPENSES:General
                  and Administrative
              
              
              1,094Sales
                  and Marketing
              
              
              -Depreciation
                  and amortization
              
              
              -Total
                  operating expenses
              
              
              1,094OPERATING
                  LOSS
              
              
              (1,094
              )OTHER
                  (INCOME) AND EXPENSESGain
                  on the extinguishment of Debt
              
              
              (747,804
              )Total
                  Other Expense (Income)
              
              
              (747,804
              )INCOME
                  (LOSS) BEFORE INCOME TAXES
              
              
              746,710INCOME
                  TAX (BENEFIT) PROVISION
              
              
              -NET
                  INCOME (LOSS)
              
              $
              746,710NET
                  LOSS PER SHARE:Basic:
              
              $
              0.04Diluted:
              
              $
              0.04WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDINGBasic
              
              
              16,634,374Diluted
              
              
              16,634,374




The
      accompanying notes are an integral part of these financial
      statements.








F-4





**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**STATEMENT
      OF STOCKHOLDERS EQUITY**


**FOR
      THE PERIOD ENDED DECEMBER 31, 2005**




**Common
                  Stock**
              
              
              
              **Paid-in**
              
              **Treasury**
              
              **Subscirption**
              
              **Accumulated****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stock**
              
              **Receivable**
              
              **Deficit**
              
              **Total****BALANCE
                  APRIL 30, 2005**
              
              
              16,634,374
              
              
              166,344
              
              
              17,824,613
              
              $
              -
              
              $
              -
              
              $
              (18,755,747
              )
              $
              (764,790
              )Net
                  Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              746,710
              
              
              746,710**BALANCE
                  DECEMBER 31, 2005**
              
              
              16,634,374
              
              
              166,344
              
              
              17,824,613
              
              $
              -
              
              $
              -
              
              $
              (18,009,037
              )
              $
              (18,080
              )





The accompanying
      notes are an integral part of these financial statements




F-5




**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**STATEMENT
      OF CASH FLOW**


**FOR
      THE PERIOD ENDED DECEMBER 31, 2005**










**December
                  31, 2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Income (loss)
              
              $
              746,710Adjustments
                  to reconcile net income to net cash provided by (used for) operating
                  activitiesDepreciation
                  and amortization
              
              
              -Discontinued
                  Product Line
              
              
              -Gain
                  on the Extinguishment of Debt
              
              
              (747,804
              )Changes
                  in assets and liabilities:Trade
                  accounts receivable
              
              
              -Inventories
              
              
              -Prepaid
                  and other current assets
              
              
              -Other
                  assets
              
              
              -Accounts
                  Payables
              
              
              -Accrued
                  Management fees
              
              
              -Net
                  cash (used in) operating activities
              
              
              (1,094
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Net
                  cash (used in) provided by investing activities
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:Advances
                  from (repayments to) shareholders
              
              
              1,094Net
                  cash provided by (used in) financing activities
              
              
              1,094INCREASE
                  (DECREASE) IN CASH
              
              
              -CASH,
                  BEGINNING OF YEAR
              
              
              -CASH,
                  END OF YEAR
              
              $
              -




The
      accompanying notes are an integral part of these financial
      statements.








F-6


**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**NOTES
      TO FINANCIAL STATEMENTS**


**FOR
      THE PERIOD ENDED DECEMBER 31, 2005**





1.
      ORGANIZATION AND BASIS OF PRESENTATION





B-Teller,
      Inc (formerly Hot Products, Inc.com, formerly SC&T International, Inc., (the
      "Company")was formed in 1993 for the purpose of developing and marketing
      accessory and peripheral products for the computer and video game industries.
      The company closed in September 2002 due to unsuccessful business ventures
      and
      lack of financing.





In
      February 2006, Leslie Investment sold 100% of its common shares to Titan
      Holdings, Inc. In March 2006 the company reincorporated in Washington and
      changed its name to B-Teller, Inc.





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. The Company was unsuccessful and was shut
      down
      in September 2002.





**Significant
      issues that effect the company**





Management,
      consisted of James Copland, President, CEO, and Chairman and he resigned on
      February, 21, 2006. The Company appointed Armando Russo as President and
      Director. Leslie Investment sold all of his stock to Northwest Corporate
      Services who in turn sold to Titan Holdings, Inc. which briefly gave control
      to
      Titan Holdings, Ltd. On March 21, 2006, the company reincorporated in the State
      of Washington and changed its name to B-Teller, Inc.





At
      the
      same time i n
      March
      21, 2006 the company changed its capital structure by a 100 to 1 reverse split
      of its shares from 6,634,374 to 166,344.





The
      company changed it capital structure to 250,000,000 authorized common shares
      and
      250,000,000 authorized preferred shares. Subsequently,
      on March 21, 2006 the Company issued 6,000,000 post split common shares in
      exchange for all of the shares of Bank Teller Ltd., a United Kingdom Corporation
      in a plan of merger where as Bank Teller Ltd is a wholly owned subsidiary. In
      March
      27, 2006 the company issued 4,000,034 post split common shares of a convertible
      note. On April 15, 2006 the company forward split the common stock by 1 for
      2.5
      resulting in 25,415,859 shares issued and outstanding. All shares were exempt
      from registration of the Securities and Exchange Act Section 4(2).





Upon
      completion of the share exchange Bank teller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4
      million of the 15 million shares held by Bankteller. (16% control of B-Teller,
      Inc.).





Current
      management assumed control in February 2006 and had no prior involvement with
      the Company.





In
      conjunction with the merger, the Company has changed its fiscal year end from
      April 30 to December 31. Accordingly, the transitional period reported on in
      these statements is the eight month period from May 1, 2005 through December
      31,
      2005.





Management
      is evaluating business opportunities which, if consummated, could cause
      additional significant dilution to the existing shareholders.





2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States ("U.S. GAAP"). A summary of the
      Company's significant accounting policies follows:





F-7


(a)
      B-Teller, Inc. (formerly Hot Products, Inc.com, formerly SC&T International,
      Inc.,) (the "Company")was formed in 1993 for the purpose of developing and
      marketing accessory and peripheral products for the computer and video game
      industries





(b)
      Use
      of Estimates - The preparation of financial statements in conformity with U.S.
      GAAP requires management to make estimates and assumptions that affect assets
      and liabilities at the date of the financial statements and the reported amounts
      of revenues and expenses during the reporting periods. Actual results could
      differ from those estimates.





(c)
      Property and Equipment - Property and equipment are recorded at cost less
      impairment and accumulated depreciation. Depreciation recorded using the
      straight-line or method over the useful life of the asset.





Management
      periodically assesses its ability to recover the cost of its long-lived assets
      in accordance with the provisions of SFAS 144. Costs deemed not recoverable
      are
      charged to operations and the asset cost reduced by the estimated
      impairment.





(d)
      Foreign currency translation - foreign subsidiaries (if any) maintain their
      financial statements in the local currencies which have been determined to
      be
      the functional currencies. Assets and liabilities denominated in foreign
      currencies are translated into U.S. dollars at the rates in effect at the
      balance sheet date. Revenues and expenses are translated at average rates for
      the period. Related translation adjustments are reported as a separate component
      of stockholders' equity, whereas, gains and losses resulting from foreign
      currency transactions are included in the results of operations.





(e)
      Cash
      and Cash Equivalents - Cash
      includes all short-term highly liquid investments that are readily convertible
      to known amounts of cash and have original maturities of three months or less.
      Net bank overdrafts were recorded as current liabilities. Cash
      balances are insured by the F.D.I.C. up to $100,000 per institution.





(f)
      Fair
      Value of Financial Instruments - The financial instruments disclosed elsewhere
      in these notes are deemed to be representative of their fair values, as the
      interest rates approximate market rates giving consideration to their respective
      risks.





(g)
      Fair
      Value of Non-monetary Transactions - The common stock issues have been valued
      in
      accordance with SFAS 143 and SAB 107, giving consideration to the fair value
      of
      thinly traded shares, as affected by restrictions to the stock, the underlying
      assets, cash flows, and profitability of the company.





(h)
      Advertising expenses are expensed when incurred.





(i)
      Income taxes - The Company provides for income taxes based on the provisions
      of
      Statement of Financial Accounting Standards No. 109, Accounting for Income
      Taxes, which among other things, require that recognition of deferred income
      taxes be measured by the provisions of enacted tax laws in effect at the date
      of
      financial statements.





(j)
      Financial instruments - Financial instruments consist primarily of cash,
      accounts receivable, and obligations under accounts payable, accrued expenses,
      note payable and capital lease instruments. The carrying amounts of cash,
      accounts receivable, accounts payable, accrued expenses and note payable
      approximate fair value because of the short maturity of those instruments.
      The
      carrying value of the Company's capital lease arrangements approximates fair
      value because the instruments were valued at the retail cost of the equipment
      at
      the time the Company entered into the arrangements.





(k)
      Loss
      Per Share - Basic loss per share is computed using the weighted average number
      of shares of common stock outstanding for the period. Diluted loss per share
      is
      computed using the weighted average number of shares of common stock plus
      dilutive potential common shares outstanding for the period.





(l)
      Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of The
      Company reviews long-lived assets and certain identifiable intangibles for
      impairment whenever events or changes in circumstances indicate the carrying
      amount of an asset may not be recoverable. Recoverability of assets to be held
      and used is measured by a comparison of the carrying amount of an asset to
      future, undiscounted, net cash flows expected to be generated by the asset.
      If
      such assets are considered to be impaired, the impairment to be recognized
      is
      measured by the amount by which the carrying amount of the assets exceeds the
      fair value of the assets. Assets to be disposed of are reported at the lower
      of
      the carrying amount or fair value less costs to sell.





F-8


3.
      PROPERTY AND EQUIPMENT





The
      company has no fixed assets as of December 31, 2005.





4.
      SHARE
      CAPITAL





*See
      footnote #1 “Significant issues that effect the company”.*








5.
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION





No
      income
      taxes were paid and interest paid approximates the amounts disclosed as
      expense.





6.
      INCOME
      TAXES





The
      Company has accumulated operating losses available to potentially reduce taxable
      income in future periods. The potential tax benefit of these losses have not
      been reflected in the financial statements since it was more likely than not
      that the losses would not be utilized. These losses began expiring from 2010
      through 2019. Additionally, the limitations on these losses resulting from
      various business combinations and control changes have not been determined
      but
      could be substantial. Accordingly, the valuation allowance equals the deferred
      tax asset, if any.





Net
      operating losses are subject to various rules and regulations set forth by
      the
      Internal Revenue Service. Usage of that net operating loss is subject to two
      main elements which include, among others, the same line of business. In
      addition, IRC 382 must be analyzed to address the potential change in control
      related to any future operations. Therefore all factors related to the usage
      of
      the net operating loss must be carefully considered by those contemplating
      the
      utilization of the losses sustained.





Management
      evaluates the probability of the utilization of the deferred income tax assets.
      Management determined that because the Company has not yet generated taxable
      income it was not appropriate to recognize a deferred income tax asset related
      to the net operating loss carry-forward. Therefore, a fully deferred income
      tax
      asset is offset by an equal valuation allowance.





If
      the
      Company begins to generate taxable income, management may determine that all
      of
      the deferred income tax asset may be recognized. Recognition of the asset could
      increase after tax income in the future. Net operating loss carryforwards of
      $19,388,338 for federal income tax purposes began expiring from 2010 through
      2019. Net operating loss carryforwards of $18,586,722 for state income tax
      purposes expire from 2001 through 2004. The future utilization of the net
      operating losses is uncertain.





7.
      DEBT
      EXTINGUSHIMENT





SFAS
      140
      paragraph 16 outlines the two requirements that are met to qualify for early
      extinguishment of debt.




The
      debt
      has been reviewed and found that the obligations were past the statute of
      limitation and there has been no attempt for collectabiltiy. Therefore it is
      a
      matter of law or “judicially” to remove the obligations under the advice of
      counsel. SFAS 140, Paragraph
      16: A debtor shall derecognize a liability if and only if it has been
      extinguished. A liability has been extinguished if either (a.) The debtor pays
      the creditor and is relieved of its obligation for the liability. Paying the
      creditor includes delivery of cash, other financial assets, goods, or services
      or reacquisition by the debtor of its outstanding debt securities whether the
      securities are canceled or ( b.)
      The
      debtor is legally released from being the primary obligor under the liability,
      either judicially or by the creditor.




The
      company wrote off a total of $797,804 which included $273,853 in accounts
      payables, $472,307 in accrued liabilities primarily Mr. Copland’s accrued
      salaries, and $50,550 of Notes Payables that were unsecured.





F-9


In
      the
      event vendors attempt to assert their claims, even if statutorily extinguished,
      legal costs may be incurred to successfully defend collection efforts.
      Management believes such costs will be immaterial and has accordingly determined
      to expense such costs as incurred.





8.
      RELATED PARTY TRANSACTIONS





During
      the periods, the following financial transactions were completed with
      shareholders, directors, managers or employees who are deemed to be related
      parties to each Company:





During
      the year ended April 30, 2001, the Company borrowed funds from its president
      (Leslie Investment) and chairman of the board of directors who is also the
      Company's largest single shareholder. The $66,332 Note payable to shareholder
      was unsecured, due upon demand and bore interest at 9% per annum. In February
      2003, Leslie was paid 2,500,000 common shares which have not been issued by
      the
      transfer agent as of December 31, 2005.





In
      August
      2004, Leslie Investment was issued 2,500,000 common shares in exchange for
      nearly $100,000 of expenses paid during the time the company was dormant.





James
      Copland, President, CEO, and Chairman resigned on February, 21, 2006. The
      Company appointed Armando Russo as President and Director. Leslie Investment
      sold all of his stock to Northwest Corporate Services who in turn sold to Titan
      Holdings, Inc. for $100,000 which gave control to Titan Holdings, Inc. On March
      21, 2006, the company reincorporated in the State of Washington and changed
      its
      name to B-Teller, Inc.





Upon
      completion of the share exchange Bankteller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves in who holds nearly
      4
      million of the 15 million shares held by Bankteller. Tim Reeves has 16% control
      of B-Teller, Inc.





9.
      NET
      INCOME PER SHARE





The
      net
      income per common share is calculated by dividing the consolidated loss by
      the
      weighted average number of shares outstanding during the periods.





10.
      CONVERTIBLE DEBENTURES





On
      August
      28, 2000, the Company executed a Convertible Debenture Agreement with warrants
      in the amount of $400,000. The debentures were converted to 3,478,988 shares
      during the year ended April 30, 2001. The warrants expired in 2003.





11.
      STOCK
      OPTIONS





The
      Company issues stock options from time to time to executives and key employees.
      The Company has a qualified stock option plan for its key employees, consultants
      and independent contractors. The Company has adopted the disclosure-only
      provisions of Statement of Financial Accounting Standards No. 123, "Accounting
      for Stock-Based Compensation," and continues to account for stock based
      compensation using the intrinsic value method prescribed by Accounting
      Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".
      Accordingly, no compensation cost has been recognized for the stock options
      granted. All Stock options expired in September 2002 upon the termination of
      all
      employees and closing of the business.





12.
      SUBSEQUENT EVENTS





On
      March
      21, 2006 The Company reincorporated in Washington and changed the company name
      to B-Teller, Inc. On March 22, 2006, the Company entered into a Merger Agreement
      with Bank Teller Ltd. a United Kingdom Corporation by exchanging 100% of the
      shares in Bank Teller, Ltd for 6,000,000 post split common shares of the
      company. On March 27, 2006 the company issued an additional 4,000,034 post
      split
      common shares for a convertible note. On May 12, 2006, 1,500,000 shares of
      common stock were issued to Midland FI Marketing, Ltd as a result of a contract
      for services. The commons shares were issued pursuant to the exemption from
      the
      registration requirements of the federal securities laws provided by Section
      4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation
      D.




F-10


Effective
      upon the merger, B-Teller, Inc. senior management became senior management
      of
      the Company, including Armando Russo President and director and J.A. Claydon,
      Secretary and director.





B-Teller,
      Inc. is a wholesale electronic payment provider. Payments which are not sent
      and
      received from within the same European territory are considered to be
      cross-boarder and so use the S.W.I.F.T. network. S.W.I.F.T. is considered by
      many organization s to be an expensive method for the movement of payments
      messages. With the advent of the Euro, it is now the European Union’s intention
      to upgrade Europe’s banking technology infrastructure so that any payment
      crossing the “euro zone’ will be considered a domestic payment, which will
      negate the need to use S.W.I.F.T. and will make payments move more quickly
      and
      cost-effectively across the EU countries. Bank Teller will act as a payment
      processing hub, which will route wholesale payments across any network using
      the
      most cost-effective route. Bank Teller customers will access Bank Teller’s
      ASP-Based services via a local Bank Teller General User Interface (GUI),
      allowing corporate treasurers and financial officers with the ability to execute
      their payments form a remote and centralized location, thereby saving time
      and
      money.





Upon
      completion of the shares exchange Bankteller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4
      million of the 15 million shares held by Bankteller. Tim Reeves has 16% control
      of B-Teller, Inc.








**BANKTELLER
      LTD. PROFORMA BALANCE SHEET**


**FOR
      THE PERIOD ENDED MARCH 31, 2006 (Unaudited)**




**As
                  of****March
                  31, 2006**ASSETSCurrent
                  assetsCash
              
              $
              175Total
                  current assets
              
              
              175Total
                  assets
              
              $
              175LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilitiesAccounts
                  Payable
              
              $
              18,500Total
                  current liabilities
              
              
              18,500Total
                  liabilities
              
              
              18,500Stockholders'
                  equityCommon
                  stock; no par value; unlimited authorized shares100
                  shares issued and outstanding EquityAccumulated
                  deficit
              
              
              (18,500
              )Total
                  stockholders' deficit
              
              
              (18,325
              )Total
                  liabilities and stockholders' equity
              
              
              175


F-11


**BANKTELLER
      LTD. PROFORMA INCOME STATEMENT (Unaudited) 2006:**





**March
                  3, 2006****(Inception)****through****March
                  31, 2006**Revenue
              
              $
              --Operating
                  expensesGeneral
                  and administrative
              
              
              16,000Network
              
              
              2,500Total
                  operating expenses
              
              
              18,500Loss
                  from operations
              
              
              (18,500
              )Other
                  income (expenses):Other
                  expense
              
              
              -Total
                  other income (expenses)
              
              
              --Loss
                  before provision for income taxes
              
              
              (18,500
              )Provision
                  for income taxes
              
              
              --Net
                  loss
              
              $
              (18,500
              )




**BANKTELLER
      LTD. PROFORMA STATEMENT OF STOCKHOLDER’S EQUITY**


**FOR
      THE PERIOD ENDED MARCH 31, 2006 (Unaudited)**




**Accumulated****Additional**
              
              
              
              **Deficit
                  During**
              
              **Total****Common
                  Stock**
              
              **Paid-in**
              
              **Subscribed**
              
              **Development**
              
              **Stockholders'****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stock**
              
              **Stage**
              
              **Equity**Balance
                  at March 3, 2006 (Date of inception)
              
              
              --
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --Common
                  Stock Issued, March 3, 2006
              
              
              100
              
              
              175
              
              
              0
              
              
              
              
              
              0
              
              
              175Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --Balance
                  at March 31, 2006
              
              
              100
              
              $
              175
              
              
              --
              
              
              --
              
              
              (18,500
              )
              
              (18,325
              )





13.
      GOING
      CONCERN ISSUES





New
      management cannot provide any assurances that they will be able to secure
      sufficient funds to satisfy the cash requirements for the next 12 months. The
      inability to secure additional funds would have a material adverse effect on
      the
      Company.





These
      financial statements are presented on the basis that the Company will continue
      as a going concern. Other than the previously disclosed impairments, no
      adjustments have been made to these financial statements to give effect to
      valuation adjustments that may be necessary in the event the Company is not
      able
      to continue as a going concern. The effect of those adjustments, if any, to
      individual periods could be substantial.




*********




F-12


**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS**





The
      former auditor Epstein Weber & Conover PLC has resigned for non-payment of
      auditor fees. The company has retained S.E.Clark & Company, P.C. as the
      successor auditor. There are no disagreements with the predecessor auditor.





**PART
      III**





**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION
      16(A) OF THE SECURITIES EXCHANGE ACT OF 1934**





**In
      February 2006 the Company’s Directors and Executive
      Officers**




**Name**
              **Age**
              **Position**Armando
                  Russo
              39
              Presidents
                  and Board Chairman****Nicolas
                  Alexander
              42
              Secretary
                  and Director


Armando
      Russo is serving as President and Board Chairman **** for
      the
      company. Mr. Russo has been involved in the start up of many successful ventures
      throughout his 15 year business career. To date he has operated many of these
      successfully while focusing in the entertainment field until recently when
      he
      entered into the financial transaction based business world.





In
      1990,
      Mr. Russo graduated with honors from Champlain College in Montreal, Quebec,
      Canada, with a diploma in business. Immediately after, he entered into managing
      professional athletes and their financial based business decisions. During
      this
      period he managed to make contacts internationally in the financial world which
      he maintains good relations with to this day.





Nicolas
      Alexander is serving as Secretary and Director of the company. Nicolas
      Alexander has a secretarial, bookkeeping and administration background as well
      as that of physical education and serving as an officer and director of a number
      of development stage companies.





**In
      December 31, 2005 the Company’s Directors and Executive
      Officers**


**The
      following table sets forth information concerning each of the directors and
      executive officers of the Company:**




**Name**
              **Age**
              **Position**James
                  L. Copland
              56
              Presidents,
                  Treasurer, Chairman of the Board, and Chief Executive
                  Officer


James
      L.
      Copland has served as President, Treasurer, and Chairman of the Board since
      its
      inception. Mr. Copland has held senior management positions with numerous
      companies He served as Vice President of Sales and Marketing for North and
      South
      America for Aztech Labs, Inc., a manufacturer and marketer of multimedia sound
      cards. As Vice President, Sales of Bondwell Industrial, Inc., a manufacturer
      and
      distributor of notebook computers and joy sticks. As President for North
      American Operations of Laser Friendly, US from 1984 until 1986 he served as
      Vice
      President, Sales and Marketing, of Atari (U.S.) Corporation. From 1982 until
      1984, Mr. Copland served as General Sales and Marketing Manager of Commodore
      Computers, a Canadian company. Mr. Copland resigned in February
      2006.





*SEE
      SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*





COMPLIANCE
      WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT 9.A. DIRECTORS AND EXECUTIVE
      OFFICERS, PROMOTERS, AND CONTROL PERSONS:





The
      company is aware that all filings of form 4 and 5 required of Section 16(a)
      of
      the Securities and Exchange Act of 1934 Directors, Officers, or holders of
      10%
      of the Company’s shares have not been timely and the Company has instituted
      procedures to ensure compliance in the future








ITEM
      10.
      EXECUTIVE COMPENSATION





General.
      Mr. Copland served as the Company’s sole-officer and director until they
      resigned on February 2006. Mr. Copland has not been paid a salary since year
      ended 2001.





*SEE
      SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*





ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





As
      of May
      15, 2006 information with respect to beneficial ownership of the Common Stock
      by
      (i) each person known by the Company to be the beneficial owner of more than
      five percent of the Common Stock, (ii) each director of the Company, and (iii)
      all executive officers and directors of the Company as a group.




**Number
                  of Shares**
              ******Name
                  and Address**
              **Beneficially
                  Owned (1)**
              **Percent
                  of Total (1)**Bankteller
                  Ltd.
              15,000,000
                  (1)
              59%Armando
                  Russo
              0
              0%Nicolas
                  Alexander
              0
              0%
  Includes
      common stock owned and stock options.





(1)
      Bankteller Ltd. is controlled by Tim Reeves whom owns 4,000,000 common shares
      of
      the 15,000,000 held by the company which represents 16% of the company. Mr.
      Tim
      Reeve is the Chief Technology Officer. Tim was formerly Managing Director,
      Europe of CES plc (now FUN Technologies plc), a leading provider of person
      to
      person betting/gaming technology, sports information products and online games
      of skill. Prior to joining CES, Mr. Reeve was CEO of ensure Pay Ltd, a UK based
      internet payments company and a subsidiary of Earthport
      plc.




Before
      ensurePay, Mr. Reeve held CTO positions at Betfair.com, the global market leader
      in B2C exchange betting and a revolution in online gambling, and uSwitch.com,
      a
      provider of online utility price comparison and switching for consumers, where
      he was responsible during the start up phase for shaping the technology strategy
      and delivery





As
      of
      December 31, 2005 information with respect to beneficial ownership of the Common
      Stock by (i) each person known by the Company to be the beneficial owner of
      more
      than five percent of the Common Stock, (ii) each director of the Company, and
      (iii) all executive officers and directors of the Company as a
      group.




**Number
                  of Shares****Name
                  and Address**
              **Beneficially
                  Owned (1)**
              **Percent
                  of Total (1)**Leslie
                  Investment
              6,390,016
              39%


Includes
      common stock owned and stock options.





*SEE
      SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*





ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





During
      the periods, the following financial transactions were completed with
      shareholders, directors, managers or employees who are deemed to be related
      parties to each Company:





During
      the year ended April 30, 2001, the Company borrowed funds from its president
      (Leslie Investment) and chairman of the board of directors who is also the
      Company's largest single shareholder. The $66,332 note payable to shareholder
      was unsecured, due upon demand and bears interest at 9% per annum. In February
      2003, Leslie was paid 2,500,000 common shares which have not been issued by
      the
      transfer agent as of December 31, 2005.








On
      March
      22, 2006, the Company entered into a Merger Agreement with Bank Teller Ltd.
      a
      United Kingdom Corporation by exchanging 100% of the shares in Bank Teller,
      Ltd
      for 6,000,000 post split common shares of the company.





In
      August
      2004, Leslie Investment was issued 2,500,000 common shares in exchange for
      nearly $100,000 of expenses incurred during the course the company was dormant.





James
      Copland, President, CEO, and Chairman resigned on February, 21, 2006. The
      Company appointed Armando Russo as President and Director. Leslie Investment
      sold all of his stock to Northwest Corporate Services who in turn sold to Titan
      Holdings, Inc. which gave control to Titan Holdings, Inc. On March 21, 2006,
      the
      company reincorporated in the State of Washington and changed its name to
      B-Teller, Inc.





Upon
      completion of the shares exchange Bankteller Ltd. gained nearly 59% control
      of
      the Company control. Bankteller Ltd. is controlled by Tim Reeves who holds
      nearly 4 million of the 15 million common shares held by Bankteller. Tim Reeves
      has 16% control B-Teller, Inc.





*SEE
      SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*








**PART
      IV**





**ITEM
      13. EXHIBITS AND REPORTS.**


None





**Reports
      on Form 8-K**





8-K
      report for changes in Auditor on May 16, 2006





**ITEM
      14. CONTROLS AND PROCEDURES.**





**Evaluation
      of Disclosure Controls and Procedures**





The
      Company maintains controls and procedures designed to ensure that information
      required to be disclosed in this report is recorded, processed, accumulated,
      and
      reported to its management, including the chief executive officer to allow
      timely decisions regarding the required disclosures. Within the 90 days prior
      to
      the filing date of this report, B-Teller’s management, with the participation of
      its chief executive officer and corporate accounting, performed an evaluation
      of
      the effectiveness of the design and operation of these disclosure controls
      and
      procedures. This officer and management have concluded that such disclosure
      controls and procedures are effective at ensuring that required information
      is
      disclosed in the Company’s reports.





**Changes
      in Internal Controls**





There
      were no significant changes in the Company’s internal controls or in other
      factors that could significantly affect these controls subsequent to the
      evaluation date.





**ITEM
      15. SIGNATURES.**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, there unto duly authorized.





B-TELLER
      USA, INC.





By /s/
      Armando Russo


President





By
      /s/ Nicolas
      Alexander


Secretary